Language matters and imprecise language creates legal problems.  That’s the lesson of Seymour versus Lamar Advertising.  Here are the facts

• Hoosier Outdoor entered into a lease with the Elmore Limited Partnership to put 3 billboards on property in Seymour, Indiana.  The lease was for six years and contained the following renewal clause: “Lessor agrees that this contract shall renew itself at each expiration date unless (60) sixty days written notification prior to each expiration date is provided to Lessee.  No cancellation of this contract is possible by any entity with powers of eminent domain.”
• On August 15, 2011 the lease automatically renewed for an additional 6 years.
• Hoosier Outdoor merged with Lamar and assigned its rights under the lease to Lamar.
• On June 15, 2017 the Elmores sold the property to the city of Seymour, Indiana and assigned it their rights under the lease.  On the day the city bought the property, 61 days prior to expiry of the lease, the mayor of Seymour wrote Lamar: “Please consider this letter to be our written notice of cancellation for the billboard lease…As of this day, the City of Seymour has acquired the land from the Elmore Family Limited Partnership and is hereby cancelling the lease.  We understand that the lease does not officially expire until 8/17/17.  Further, we understand that you are granted 90 days from the time the lease is terminated to remove the sign…“
• Lamar refused to remove the sign arguing that the lease provided no cancellation is possible by any entity with power of eminent domain.  The city of Seymour sued for trespass and a judgement declaring that the Lease expired.
• A court ruled in favor of the city.  The court bought the city’s argument that “the mayor’s unlawyerly choice of words notwithstanding, the City did not cancel the Lease; it declined to renew it, as provided by its terms.”

Insider’s take:  This case underscores the need to consult your attorney every step of the way.  The city created unnecessary difficulties for itself by using cancellation in correspondence with Lamar instead of notifying Lamar that it was declining to renew the lease.  Some courts might have been sympathetic to Lamar based on the city’s use of the word cancellation.   Language matters and a good attorney  will help you to use language that avoids trouble.

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